What is a Registered Office Address?

When you form a company an official address must be supplied. This address will determine which of the UK’s three jurisdictions – Scotland, Northern Ireland, or England and Wales – the company resides in. All official post is sent to the registered office address. Official post constitutes post from HMRC, Companies House, the UK Courts of Law, Government Gateway, Department of Works and Pensions, Office for National Statistics, and ICO.

Below is a few things to consider when supplying your registered office address:

Moving Jurisdictions

It is important to note that a company registered in one jurisdiction cannot be moved to another. As England and Wales are merged into one jurisdiction it is possible to move between them after filing an AD05.

Acceptable Addresses for a Registered Office

It is acceptable to use a home address. It should be noted however that, if renting, most residential landlords do not allow businesses to be run from their premises. In this instance it may be necessary to renegotiate the terms of the lease. In the case of renting from the council or housing association a written request for permission, including details of the proposed usage of the property, is required.

Home address are applicable but, as the registered office address is public information, it will be visible on the Companies House website. If you would prefer such information to remain private it is possible to avail of a registered office service.

It must be a physical address capable of receiving documents. For this reason PO box numbers are not accepted unless it is part of a complete address.

Statutory Records

A company must hold statutory records at the registered office address or alternatively at a Single Alternative Inspection Location (SAIL). If you decide to use a SAIL Companies House must be notified of the change. It is also possible to maintain these records electronically.

Any member of the public can request to view a company’s statutory records with 10 days notice. These records include the Register of Directors, Shareholders, and Persons of Significant Control (PSCs).

Statutory Requirements

The registered office address as well as the company’s jurisdiction and incorporation number must be displayed on its letters, forms, and website.

Additionally, a company must display its name outside of the registered office address and other trading addresses. Dormant companies and companies trading from a home address are exempt from this requirement. Buildings holding more than five registered offices may display these addresses in an alternative manner.

Registered Office Service

If you require a registered office and mail-forwarding service then The Company Shop can provide a service in England, Northern Ireland, or the Republic of Ireland. For a quote please contact us via our website or call us on 028 9055 9955.

Naming your new company

Choosing a name for your business can be stressful. However, it should be a fun and creative process. First impressions count and in the majority of cases your company name will leave a lasting impression. In many instances, people are tempted to choose a name that reflects their personality. Sometimes this is a great way to explore names that are fresh and unique. It is also important for you, the company founder, to like the name. However the name should not clash with the identity or impression that you are trying to make. Therefore it is important to think about your business strategy and your brand identity when you are brainstorming names. Here are a few things to consider when naming your business:

Where to start?

Selecting the right company name can be a daunting task. A great company name (as well as its logo and slogan) conveys the entire brand to its consumers. For this reason it is easiest to reverse engineer your company name by first identifying your brand’s identity and values. Once these core values, culture, and target audience are clear in your mind it will be much easier to locate the perfect name.

There is no ‘one-size-fits-all’ approach to choosing a company name and this will differ depending on your brand. For example, a trendy B2C media company could benefit from a unique spelling of a common word (see Flickr, Tumblr, Imgur, etc.) whilst a B2B professional services firm may risk giving off a slightly unprofessional image with this approach and instead favour the use of acronyms or even Latin (see PwC, KPMG, etc.). The below presentation highlights the five main types of company names.

Eponymous Names

Linking your own name or that of a historical figure to your business is an extremely common tactic. This instantly connects the business with the personal profile of its founder which comes with its own risks and rewards.

There is no better way to take complete charge of your business’s reputation than putting your name above the door. This is especially true in an industry in which you work with business clients as it demonstrates a commitment and transparency to your work.

Eponymous company names are regularly seen in the legal and financial sector due to their professional flavour. On the other side of the coin it is also appropriate to use your own name in a family business. Bakers and Butchers often use their family names to evoke a local feel which is attractive to consumers.

In a more creative vein many companies opt to name their company after a historical or mythological figure. As these characters already occupy a place in the public psyche it is easy to convey the core values of the company through said character.

Nonetheless, linking your name to the company can be limiting and prevent your brand from standing out amongst the crowd. It is also an unfortunate reality that certain names will have negative associations that have nothing to do with yourself.

Using your name directly is also risky as negative press about you will directly impact the business and vice versa. As your business grows your name is in the hands of your employees which only increases the risk of damage.

Descriptive Names

This ‘does what it says on the tin’ approach is the most straightforward method, informing the consumer about your brand clearly and immediately. Whilst perhaps lacking in creativity, descriptive company name can be extremely effective for new enterprises.

Stating the business activity in the company name has the advantage of informing consumers exactly what you can offer. It is easy to assume that Pizza Hut is a pizza restaurant or that TripAdvisor is a travel platform for example. This is a particularly effective tactic for new businesses with low brand recognition.

The issue with being purely descriptive with a company name is that it is often wordy. Additionally, the use of common industry terms makes it difficult to protect legally or secure a domain name. Whilst descriptive names benefit from clarity they suffer in that they’re usually easy to forget. For example a name such as Custom Software Solutions, whilst clear in its meaning, can easily be lost in the mix with other companies of a similar name such as Cheap Software Solutions, Software Planning Solutions, etc..

This has a knock-on effect for people trying to find your company online. Use of common industry terms, makes it less likely that you will appear on page 1 of a Google search.

Associative Names

Using a word associated with the industry your business operates within as a company name can supply your brand with a solid foundation to build upon. Associative names is that it conveys the ideology of your company through the emotions related to an existing word.

This is effectively illustrated by Red Bull, whose name associates its energy drinks with the energy and power associated with bulls, and Nike, who associate the goddess of victory with their own products.

The downside to associative names is that whilst you might convey the appropriate image to consumers, these names don’t often inform the consumer what your company actually does or sells. This can be a problem for companies with low brand recognition.

Suggestive Names

Rather than directly stating what your company does or abstractly associating it with other things, an effective middle ground can be found by using or modifying words which hint at what your business provides.

This is often achieved by compounding two existing words to form one suggestive brand name, for example YouTube which allows you to broadcast your content online or Pinterest which allows you to create an online pin-board of your interests.

Another method is to alter the spelling of existing words to create a unique word close enough to the original. A prime example of this is the alteration of the word ‘clean’ to Kleenex, a brand of facial tissues.

Done correctly, a suggestive name should clearly suggest the service or product provided by a company whilst also allowing it to stand out from the crowd of descriptive names.

Acronymic Names

Reducing your descriptive company name to an acronym is a simple way of creating a sleek, professional company name.

A descriptively-named company with a growing brand recognition may find they no longer need to use their long-form name. This was demonstrated by International Business Machines who now go by the more memorable IBM.

Alternatively, changes in the market could facilitate the move. KFC, who shortened their name to appear healthier, or HSBC who shortened their name to appeal to a more global market are examples of this.

Whilst not overly creative, acronyms are often used by professional services networks such as KPMG and PwC as they sound professional and reputable.

Dormant Companies

What is a Dormant Company?

Basically, a dormant company is one that is not trading. Companies House defines a company as being dormant “where it has had no significant accounting transactions during the relevant accounting period”.

The only accounting transactions allowable for dormant companies are:

  • Payment for shares taken by the subscribers to the memorandum of association.
  • Certain fees paid to the Registrar of Companies: i.e. for filing of annual returns, re-registration of a company, or change of a company name.
  • Payment of a civil penalty for late filing of accounts.

Maintaining a Dormant Company

Much like a trading company, Companies House will still require certain information from dormant companies on an annual basis. Failure to do so will result in a fine or even the company being struck off the register. The following must be submitted each year:

  • An annual return, incorporating a balance sheet and including a declaration that the company has been inactive throughout the accounting period.
  • Confirmation of any change of details for current officers as well as the addition/removal of any officers.

The Benefits

Setting up in advance: making the right impression

You might have a new trade in mind but not be ready to actually start trading. By forming a dormant company you will be ready to trade at short notice. Setting a company up for this purpose was more important in the past when setting up a company could take several weeks. With the ability to form companies online, a company could be potentially incorporated on the same day.

However, having a company in place gives off the impression that you are organised, forward-thinking, and confident in your budding business.

Protecting your name

As your business grows and gains market recognition it is important to consider protecting its brand. Whilst operating as a sole trader there is nothing stopping someone opening up a limited company of the same name. If this limited company then develops a bad reputation which could lead to confusion and a loss of business.

On the other side of the coin, if your business is just getting off the ground but is not ready to trade as a limited company, setting up a dormant company will protect the name whilst you get everything else in order.

It must be noted that a trademark will be required for total protection.

Structuring Shares in a Limited Company

The ownership structure of a limited company is identified by the distribution of share capital and the rights attached. Differing share structures are used to reflect varying levels of input and investment from the respective shareholders.

Number and Value of Shares

Most UK companies are formed with £1.00 shares. This nominal value is not representative of the real value of a company.

The liability of the owners of these shares is limited to the nominal value (in addition to any investments into the company that have already been made). For this reason it is usually unnecessary to issue a large number of shares, exposing shareholders to avoidable risk.

Many companies are formed with a small and easily divisible amount of shares to ensure these can be allocated easily. For example, a company with 3 equal shareholders may choose to issue 3, 30 or 60 £1.00 shares to be allocated equally.

Ordinary

Ordinary shares are commonly used for most simple structures. They are equally proportional with respect to voting powers, rights to dividends and rights to participation in the distribution of capital in the event of the company being wound up.

However, ordinary shares may not be suitable in all circumstances. Examples of alternative share classes and the rights attached are as follows:

Non-voting

A non-voting share class may be used to give shareholders the right to dividends and participation without giving them power over the decision-making within a company. This may be used to issue dividends to friends or family without giving them power to veto any proposed decisions.

Preference

Preference shares take priority when dividends are issued. An owner of a preference share would be paid a dividend before anyone holding an ordinary share. This may attract new investors who can recoup their investment before dividends are issued elsewhere.

Alphabet

A company may have “Ordinary A”, “Ordinary B” and “Ordinary C” shares. This could be used to differentiate between the rights each shareholder has. Another common reason for this is to issue dividends unevenly between shareholders.

Choosing an optimal structure from the outset when forming a new company can prevent disputes between owners. Nevertheless, circumstances can change and the need to amend the share structure of a company may arise. Fortunately it is possible to change the share structure of a company as and when needed.

For further assistance on the formation of a company or on the allocation of shares within your existing company, give us a call on 028 9055 9955 or contact us via our website.

Ireland – The ideal company location after Brexit

Effect of Brexit

As Brexit draws closer, companies are facing a potentially serious threat to business operations which cross European borders. With the trade deals still up in the air it is likely that added customs, VAT, and tariffs will become a reality.

Why Ireland?

Ireland is in a unique position, geographically and historically, and could offer the ideal solution to Brexit. The British authorities have announced their plans to remain part of the Common Transit Convention post Brexit. This will allow Irish businesses to export between Ireland and UK to their destination with reduced customs checks and controls. Additionally, Ireland will maintain the EU Free Trade agreement allowing businesses to trade across European borders freely.

Beyond the advantages of cross-border trade, Ireland is the ideal location to set up a company in the EU post-Brexit for a number of reasons:

Ireland has one of the lowest corporate tax rates in Europe at 12.5%

Ireland will be the only English speaking country in the European Union

Euro currency eliminates exchange fees when dealing with most EU countries

The Irish government has been busy preparing for a hard Brexit, publishing the Brexit Omnibus Bill on 22 February 2019. The Bill covers 17 areas that will need legislation in the event of a no-deal Brexit. If you are a non-Irish resident and considering the incorporation of an Irish company in the wake of Brexit we strongly recommend you act quickly. Once an Irish company is incorporated it will require applications for tax registration and a corporate bank account which can take a few weeks.

Moving a UK company to Ireland would enable it to retain an EU presence and avoid additional costs to trade. We at The Company Shop have built a strong reputation in the Republic of Ireland, specialising in the formation of ROI companies for over a decade. For more information on getting your Irish company set up give us a call on 028 90559955 or contact us on our website.

Converting your Republic of Ireland Company

The Companies Act 2014 was signed into law by the President on 23rd December 2014 and became effective on 1st June 2015. From this date Republic of Ireland companies will be incorporated with either a Constitution or a Memorandum of Association.

There are a number of differences between the new (LTD) Limited company and the (DAC) DESIGNATED ACTIVITY COMPANY – some of which are listed.

(LTD) – LIMITED:

One director and one secretary (two persons) only required.

Constitution only – no requirement for Memorandum and Articles of Association.

No company objective(s).

No requirement to hold an AGM.

(DAC) – DESIGNATED ACTIVITY COMPANY.

Must have at least two directors.

Constitution including Memorandum of Association and company objectives.

Required to hold an AGM.

All companies incorporated in the Republic of Ireland prior to 1st June 2015 will – under the above Act – be required to be convert to the Act by 30th November 2016. After this date if a company has not converted certain people may apply to the High Court for an order directing that the company be re-registered as a DAC.

We can advise and assist in the completion of the conversion and provide the new Certificate of Incorporation together with updated Constitution or Memorandum of Association as applicable.

Conversion fee starts at £99 + VAT.

Contact us today to start this process.

What you need to know about Northern Ireland’s corporation tax cut

The announcement that Northern Ireland businesses will soon pay considerably less corporation tax than their counterparts elsewhere in the UK is expected to bring an economic boost and jobs.

As always, the devil’s in the detail – here are some of the most important questions you may want answered about the change.

How much will the new corporation tax rate differ from Northern Ireland’s neighbours?

Businesses in Northern Ireland will pay 12.5% corporation tax on their profits – at present, they pay 20%, like the rest of the UK. Chancellor George Osborne has pledged to cut UK corporation tax too, but only to 18%, by 2020. The 12.5% rate will match the present corporation tax level in the Republic of Ireland.

When will the change take place?

The tariff reduction will take place in April 2018.

Who will qualify for the reduced rate?

The rate will apply to small and medium-sized companies, in which at least 75% of staff time and costs relate to work carried out in Northern Ireland. If you run a limited company in Northern Ireland, the change is almost certainly good news for you.

What about bigger firms?

Multinationals and other large operators will require a ‘Northern Ireland Regional Establishment’ – a fixed place of business, such as an office or factory. Business income arising from this base will be taxed at the reduced rate.

What is the reason for the cut?

Politicians at Stormont believe that letting companies keep more of their profits will encourage a huge burst of investment, jobs and growth. In practice, it is also likely to encourage anyone involved in company formation in the UK or the Republic of Ireland to consider carefully the benefits of setting up shop in Northern Ireland.

How much will it cost?

Stormont officials are reported to have estimated the scheme will cost £80 million in lost taxes in the first full year of operation, £160 million the second year, then settle at a ‘steady state’ level of £240 million.

How will the scheme be financed?

Lower corporation tax means less revenue collected in Northern Ireland for the Treasury. Under European rules, the Northern Ireland Executive must make up this shortfall through a cut in its block grant – the annual amount the Treasury determines Northern Ireland should get from the UK total income. In effect, Stormont politicians will have less to spend.

Why has the change not happened before if it’s such a good idea?

A bill was passed at Westminster earlier in 2015 giving the Stormont executive powers to set the rate, as long as it could demonstrate sound finances.

Company struck-off or closed voluntarily?

Has your company been struck-off by Companies House for non-filing of certain documents?

A company will be struck-off for non-filing of the Annual Return or submission of the Balance Sheet. Any assets held by the company – viz., debtors, plant and machinery or property etc., will automatically pass to the Crown. These remain the property of the Crown until the company is restored. This requires completion of various documents including the application to the Crown Solicitors Office. After all required documents are lodged with Companies House, the company will be normally be restored within 3/5 working days.

Have you elected to have your company closed by voluntary strike-off, overlooking any bank funds or property still owned by the company (a frequent error by the Directors when closing the company they no longer require)

In such cases the funds and or property will pass to the Crown. Again we can provide the Statutory Declaration and all relevant documents to be presented to the High Court. After the Hearing, the Court will issue the Order to Companies House to restore company. This in turn will provide the release of bank funds or property for disposal. No attendance is required by the directors to attend the High Court on day of Hearing. Time required – normally 4/6 weeks from receiving all signed documents.

Contact us today on 028 9055 9955 or via our website for more information.